Terms & Conditions.

SECTION A

Interpretation and Force Majeure

1. Interpretation

In these Terms & Conditions, the following definitions apply:

“Partner” means an authorised partner of Shift ONE who provides solutions that include Shift ONE solutions, bound by a Partner agreement

“Client” means the individual or company to whom the invoice is addressed

“Quote” means the order form completed and signed by the Customer; this Quote or Estimate may refer to supporting documentation providing detail and scope for the project

“Purchase Price” means the price for the Service as detailed in the Quote or Estimate

“Service” means the goods or services specified in the Quote or Estimate

2. Force Majeure

Shift ONE Digital shall not be liable for any delay or failure in performance of its obligations under this agreement which is due to, or results from any circumstances beyond its reasonable control.

SECTION B

Website Services

The following process is followed by Shift ONE when designing and developing your website

1. Scoping (both Client and Shift ONE)
2. Design (Shift ONE)
3. Development (Shift ONE)
4. Feedback and changes (both)
5. Final approval

Client to supply

1. This quote or estimate does not include purchasing of stock imagery. Stock imagery or unique photography to be quoted for on request from Client.
2. Client to supply all high resolution logos, visuals and text (copywriting) content. If the Client requires any of these services, an additional quote can be provided on request.
3. Client to supply all hyperlinks for content to be integrated.

Google Analytics to be set up by client. Client to supply code for integration.

Please take note! If this project is delayed by one month or more due to non-supply of the above timeously, a reactivation fee of R1, 000 will be levied.

Scoping of Website

This takes 1 week or longer depending on the complexity. Client needs to provide all specifications and custom requirements during this phase. Shift ONE will provide a written web brief for sign off. Once approved and 50% received web development will commence. At this stage the quotation might be altered to accommodate a change in client requirements.

Graphic Design

1. After scoping we will graphic design a home page and one content page mock up for approval.
2. Up to three rounds of changes are provided, more changes can be accommodated at R550 per hour.
3. Once approval is given a further 25% payment will be made by the Client.
   

Website Development

1. This phase should take anything from 2 weeks to 2 months depending on the complexity of the project.
2. Shift ONE will provide weekly updates on progress as well as bi-weekly project meetings if requested.
3. The client is not shown the work in progress at this time while we are working on fulfilling the brief. If client has access to dev links we ask that the client refrain from checking on development daily, as this is not productive for us, we will inform you when the dev link is ready for checking

Feedback and Changes

1. This phase is the longest of all the phases as it usually takes a number of sessions to get the site to what you’re looking for.
2. Unless specifically expressed and agreed in writing elsewhere, Client may execute three rounds of changes to each stage of the Project. A round of changes is defined as a set of changes to elements of the Project required by the Client and delivered to Shift ONE at one time. A stage is defined as Design, Content, Development, first Approval, final approval. Changes can only be made to the Project at the appropriate stage of development. If a development stage has been completed and the Client wishes to make changes to that stage this may incur extra charges at our discretion.
3. Client to provide changes in a comprehensive list, and not in drips and drabs
4. We encourage our clients to come into the office, Skype or call in and arrange a one hour ‘over-the-shoulder’ session direct with the developer where you can give your changes in a live environment, in order to speed things up. Should the client waive this option, we cannot be held responsible for taking an extended time to get the work to the right level, as things take a lot longer when we receive a list of changes via email, effect them, send back for feedback, await feedback, get a list of changes, make them, etc. it’s quicker and more efficient for both parties to make the quicker changes together.
5. Should clients take longer than 2 months to provide feedback and the website be stalled for longer than 2 months without feedback, the website will be parked and a R1,500 reactivation fee will be charged before changes will be made

Uploading of content or products

1. Once the live version of the home page and one content page is approved we will commence uploading content, product and images as outlined in the quote or estimate
2. This quote or estimate does not include uploading of content or product information to the website unless specifically noted in the quotation. If required, we can supply this service at an additional fee.
   Client to upload blog posts to Social Media platforms. If we are required to do uploads, we will charge for this in addition to monthly retainer or estimate.
3. Client to produce content to Shift ONE in a timeous manner for us to proceed to the next phase. 

Themes and plugins

1. It is imperative that you adequately test the chosen theme on all browsers, operating systems, tablets, cell phones and internet settings – preferably those used by your customers who will be using the site, as one it’s chosen and development phase commences it is not possible to change themes without incurring significant charges, in most cases we will need to start the project from scratch.
2. This quote does not include custom changes to the WordPress theme – those will be charged for extra.
3. Any additional customisation not included in the project specifications will need to be charged for.
4. Template and plugin purchase is additional to the estimate provided unless otherwise specified and will be charged based on the exchange rate at the time of purchase.
5. In the event of a plugin or theme malfunctioning Shift ONE cannot be held accountable as Shift ONE are not the creators/developers of any plugins nor themes.

Custom functionality

1. This quote does not include custom functionality unless otherwise specified.
2. Should additional functionality be required that was not originally scoped, a new quotation will be drawn up and development halted until it is signed and agreed on

Pre-go live, Go-Live and Post-Live Testing

1. Once the site is approved, it will be signed off from client once the final set of changes have been made. This point will mark the official sign off of the website project.
2. You will be required to sign a document with screenshots of the website indicating that you are happy with the site, at which time, after receiving final payment, we will make the site live
3. Once the site is live we go through a testing phase where we test everything and client is responsible for testing the site, every email address and link, to ensure that it is in working order.
4. During go live, please note that the site might break, images not load and other glitches be apparent while we are taking the site live.
5. SEO might also be impacted after go live, as the new site is indexed by Google and new rankings worked out. However the changes should be minimal and should recover shortly and the new site should rank better than the old one given time.
6. We will provide support and ensure proper working and maintenance of features set out in the quotation of the project for 30 days after the ‘launch’ or ‘live date’ of the project. After 30 days, support, consultation and small development work is charged at R550ph.
7. Any design, development or copy changes requested after design sign off will incur additional charges. Our standard hourly rate is R550ph.
8. Should no signed documentation from client be received, written email correspondence from client informing us to proceed, will be binding as a full and final sign off and acceptance of project in full.

Handover and training

1. This estimate includes a one - two hour training session on the Content Management System
2. Full documentation will be provided in support thereof.

Ownership

1. Ownership of the project developed in terms of this agreement shall remain wholly vested with Shift ONE until the full development fee is paid.
2. Should for some reason the project not be paid in full, the ownership of the site and all content will revert to Shift ONE to monetize as needed in order to recover the development costs.

Hosting and Development Platform

5. Our websites are developed to be hosted on Linux web servers running Apache with PHP v5.4.4 which is the defacto international standard for web development.
6. Our websites are developed on WordPress
7. Cancellation of hosting must be provided one calendar month in advance, in writing

Website Security and Maintenance

1. For any Website Security Packages and Services whereby Shift ONE has made up-front annual disbursements to the supplier and the client cancels for whatsoever reason, the client is fully liable for the outstanding amounts to Shift ONE.
2. These are committed to for a period of 12 months
3. Writing cancellation must be provided one month before the 12 month period is over otherwise the client will be liable for the full annual payment

Warranty

1. Our websites have a warranty of 30 days during which time we will fix any errors, but not effect any changes without charging
2. If the "Website designed by Shift ONE", or any derivative of, is removed from the footer of the website all warranty and maintenance will be forfeited

Project critical success factors

1. In order for this project to be a success it is imperative that we have the following:
   1. Access to your google analytics account to ensure SEO handover is seamless
   2. You are required to use up to date software on your laptop or PC, the latest browsers and the latest operating system, 1024 x 768 monitor, as well as speedy internet connection
   3. If it’s required for us to build a website that does not conform to the above standards, please specify up front before we commence design, so that we can quote and work accordingly

Payment Terms and Pricing

1. Unless otherwise stated in the Quote, the Purchase Price for a website project shall be payable to Shift ONE by the Client as follows:-
   1. A non-refundable development deposit of 50% (fifty percent) is payable prior to provision of the services
   2. A further 25% (twenty-five percent) is payable on completion of design phase
   3. And a final 25% (twenty-five percent) prior to final delivery, installation, or activation of the Project.

SECTION C

Marketing Services & Training

Email newsletters

1. Clients are required to provide their own databases for marketing
2. By engaging Shift ONE you are confirming that your database has been legitimately obtained and all email addresses have opted in for communications as per the POPI act
3. Subscription fees will be charged direct to the client
4. Shift ONE cannot be held liable for the thoughts and communications expressed by clients

Social media

1. Shift ONE cannot be held liable for the thoughts and communications expressed by clients

Marketing Strategy Sessions

1. These sessions are charged per hour at a rate of R 1000.00 p/h.
2. Payment needs to be made in full before the marketing session can be booked.

Training

1. Rates differ dependant on the training required.
2. Full payment is required before training is provided.
3. In some instances a 50% deposit will secure the booking. Kindly note that the remainder 50% is payable before the training commences.

SECTION D

Graphic Design

Project Acceptance

1. A copy of the written estimate or quotation is to be signed and dated by the customer to indicate acceptance and should be returned to Shift ONE. Alternatively, the client may send an official order in reply to the estimate or quotation which binds the client to accept Shift ONE’ terms and conditions, or an email acknowledging acceptance of the quotation.
2. No work on a project will commence until acceptance of the quotation has been received by Shift ONE.

Design Charges

1. Charges for design services to be provided by Shift ONE will be set out in the written estimate or quotation that is provided to the customer. At the time of the customer's signed acceptance of this estimate or quotation, indicating acceptance of the Terms & Conditions, a non-refundable deposit of 50% of the quoted fee will become immediately due.
2. Work on the project will not commence until Shift ONE has received this amount.
3. The remaining fifty (50) percent of the project quotation total will be due upon completion of the work prior to upload to the server or release of materials.

Alterations

1. Three sets of changes are included in the quote
2. The customer agrees that changes required over and above the estimated work or required to be carried out after acceptance of the draft design will be liable to a separate charge of R550 per hour.
3. The customer also agrees that Shift ONE holds no responsibility for any amendments made by any third party, before or after a design is published.

SECTION E

Providers of Third Party Services

1. The Client hereby acknowledges that certain Services rely upon goods and/or services being provided by third parties (‘Third Party Services’).
2. The Client acknowledges that the Third Party Services will be governed by that third parties’ terms and conditions and that Shift ONE cannot provide any warranties in respect of the Third Party’s Services and will not be liable to the Client for any delays and/or failings in respect of the same.
3. Providers of Third Party Services may provide their own warranties to the Client and the Client must satisfy itself whether or not such warranties (where given) are acceptable for the Client’s business purposes or risk management policies.
4. Shift ONE reserves the right to mark up third party work by up an acceptable percentage. Should no markup be required this must be negotiated beforehand
5. Shift ONE’s only responsibility in respect of the Third Party Services is to take reasonable care and skill when selecting the providers of the same.

GENERAL TERMS & CONDITIONS

Agreement

1. This quote is governed by default and is additional to the Shift ONE Partner and Payment Agreement applicable to all quotes and estimates. By accepting this quote by any means, indicates that you accept and agree to that document in its entirety.
2. We also require all Clients to sign the agreement and return a signed copy back to Shift ONE before commencement of the first project.
3. Should no signed documentation from client be received, written email correspondence from client informing us to proceed, will be binding as acceptance of quote or estimate and all Shift ONE Terms and Conditions and Partner and Payment Agreement.

Confidentiality and Copyright

1. This document contains confidential information belonging to Shift ONE digital. This information is sensitive and specifically intended for the recipient specified above. If you are not the intended recipient, you are hereby notified that any disclosure, copying, distribution, or the taking of any action in reliance on the contents of this document is strictly prohibited.
2. If you have received this document in error, please notify Shift ONE digital immediately by telephone on 0741395265 or by e-mail addressed to info@ShiftONE.co.za to arrange for return of all the document(s).
3. This document is confidential and may not be reproduced, copied or distributed without the express permission of Shift ONE digital.

Purpose

1. The purpose of this document is to ensure a long and successful partnership with you, the client. We therefore request all clients to sign this partnering and payment agreement in order to ensure a continued professional partnership.

Exclusivity

1. Shift ONE digital is a digital and marketing agency. This means that Shift ONE digital may perform work for other clients, including companies that are deemed as direct or indirect competitors of yours. If you require us not to work with competitors, please ensure that you bring this to our attention.

Costing and hourly rate

1. In return for services rendered, client/company agrees to pay Shift ONE digital the hourly rates indicated above in accordance with this agreement.
2. Further consulting and follow up charges as detailed in this estimate / quote are available on request.
3. A detailed breakdown and description of the services to be rendered will be discussed, agreed and documented in the form of the proposal above.
4. Shift ONE reserves the right to increase this rate depending on the nature of work requested.
5. The rate for each project will be clearly indicated in the quotation provided.
6. The above pricing will be reviewed on a quarterly basis, and any increases to the hourly or project rate will be discussed and agreed with client.
7. For consulting work, Shift ONE digital and client/company agree to limit the weekly hours invoiced to 8 hours. Project estimations are based on standard working days. A standard day is deemed to be eight hours, normally between 08:00 am and 05:00 pm, Monday to Friday. Should the project/s require work outside these standard working hours (based on client deadlines), overtime rates at time and a half will be applied. For a Sunday or public holiday, double rates will be applied. For travel required over a Saturday, Sunday and/or public holiday, AA travelling rates will be applied.
8. Costs subject to change based on final assessment of the scope of work required. Where project scope changes, revised pricing will be provided, if time allows. If not, the changes will be noted in the relevant meeting contact report, approved by client and invoiced at a later stage.
   For consulting work, detailed hourly timesheets will be kept and where hours are allocated but not used a credit will be passed to the client. Additional time required over and above the allocated hours will be discussed and agreed upon with client.

Expenses Incurred

1. For consulting work, expenses incurred for project-specific travel, accommodation and communication (cell phone call charges) are not included in the standard hourly rates quoted, and will be charged at cost. This includes travel to the primary client/company site if the client is located outside of a 100 km radius from the City of Cape Town. Should the client/company prefer, the standard hourly rate can be adjusted to include these costs.
2. Local and international travel expenses, such as airline tickets, visas, medical insurance, inoculations etc, will be charged to the client at cost, where applicable.

Retainers

1. For retainer work please provide a 2 month written calendar month’s notice.

Reporting on hours

1. Shift ONE digital will keep the client/company informed on the progress of the work and send the client/company an email at the end of each week containing timesheets detailing the amount of hours worked as well a brief description on what was done.
2. Should the client/company prefer, weekly progress meetings or any other form of progress reporting can also be discussed and agreed on.
3. The work/project duration and costing may increase with additional project scope and/or where costing assumptions prove unfounded. All increases will be managed through a formal change management process that will be agreed to and signed off by both parties concerned.

Validity

1. This agreement cannot be transferred to anyone without the permission of both parties concerned. This agreement stays in place and need not be renewed. If any part of this agreement shall be unlawful, void, or for any reason unenforceable, then that part shall be deemed severable from this agreement and shall not affect the validity and enforceability of the remaining agreement.

• Invoicing and payment
  1. Shift ONE digital will send an invoice to the client/company before completion of the work (in the case of a short project). In the case of a website or longer project Shift ONE will issue an invoice on approval of the quote for 50% deposit and thereafter two subsequent invoices for 25%. Retainer clients will be invoiced in arrears at the end of every month. The client/company is to please ensure payment is made within 14 working days of invoicing. Payments can be made electronically.
  2. Bank account details to be provided on request.
  3. Client/company is to please e-mail Shift ONE digital a copy of the proof of payment once payment has been made. Contact details are detailed below.
  4. Overdue payments attract interest at 2% per month.

Shift ONE to Client staff recruitment

1. In the event that a client of Shift ONE should recruit an employee of Shift ONE, full-time, part-time or internship, the client of Shift ONE are obligated to compensate Shift ONE an amount equal to three months of the employee's cost to Shift ONE.
2. This will be calculated based on the employee's annual salary at the time their employment with Shift ONE is terminated.